Urban One Inc SEC Filings

Urban One director Brian W. McNeill received an award of 123,558 Class D restricted shares on 07/15/2025, granted under Rule 16b-3 and calculated by dividing a $75,000 award by the Class D closing price of $0.607 on that date. The restricted shares vest in two equal annual installments beginning July 15, 2026 and fully vest on July 15, 2027. After the grant, Mr. McNeill’s total beneficial ownership across all Urban One classes is reported as 455,114 shares. The filing notes a delay in submission due to credentialing errors requiring re-enrollment under the Form ID system.

Urban One reported second-quarter results and provided operational and listing updates. Management reduced full-year guidance to $60.0 million in Adjusted EBITDA, citing broad economic headwinds. Advertising trends showed core radio pacings down 8.3% (or down 5.6% excluding political), with local radio pacing flat, cable TV advertising down 4.2%, and affiliate revenue down 11.7% driven by subscriber churn. The company reported gross debt of approximately $492.3 million and said it will prioritize debt reduction and accretive corporate development.

NASDAQ notified the company that its Class D common stock failed the $1.00 minimum bid requirement but granted an additional compliance period through February 9, 2026. The company previously secured shareholder approval to permit a reverse stock split within a one-for-two to one-for-30 range, which it may use to cure the bid-price deficiency; the Notice has no immediate delisting effect and Class A shares were unaffected.

Urban One reported a sizable operating and net loss driven by large impairment charges and lower advertising revenue. Consolidated net revenue fell to $183.9 million for the six months ended June 30, 2025, down from $222.2 million a year earlier. The company recorded $136.5 million of impairment of goodwill and intangible assets in the period, and a total impairment and related charges materially widened the reported loss to $89.7 million for the six months. Cash and cash equivalents declined to $85.7 million from $137.1 million at year-end, and total assets decreased to $729.2 million.

The company reduced outstanding 2028 notes through repurchases, recognizing a $41.9 million gain on debt retirement and lowering long-term debt to $488.4 million (net). Management changed accounting estimates for radio broadcasting licenses and the TV One trade name from indefinite-lived to finite-lived, adopting accelerated amortization that produced additional amortization expense. The firm maintains a valuation allowance on deferred tax assets and reported ongoing seasonality in advertising revenue streams.

Urban One, Inc. (NASDAQ: UONE / UONEK) filed an 8-K (Item 5.07) summarizing the results of its June 18, 2025 Annual Meeting of Stockholders.

The meeting covered four proposals, all of which received the necessary shareholder support:

• Director elections: Class A nominees Terry L. Jones (1,045,194 for / 639,548 withheld) and Brian W. McNeill (1,044,372 for / 640,370 withheld) were elected. Class B nominees Catherine L. Hughes, Alfred C. Liggins III, B. Doyle Mitchell Jr., and D. Geoffrey Armstrong each secured roughly 30 million votes “for,” with fewer than 0.7 million “withheld.”
• Reverse stock split authorization: Shareholders approved an amendment allowing the Company to implement, at the Board’s discretion, a reverse split of Class A and Class D shares at any ratio from 1-for-2 to 1-for-30 (31,748,434 for / 1,047,681 against / 8,675 abstain).
• Auditor ratification: PricewaterhouseCoopers LLP was reaffirmed as independent auditor for FY 2025 (32,621,107 for / 126,251 against / 57,432 abstain).

Voting power reflected Urban One’s dual-class structure: each Class A share carried one vote, each Class B share ten votes, while Class C and Class D shares were non-voting for these matters. At the record date (April 21, 2025) a total of 36,052,774 votes were eligible to be cast.

The filing is primarily procedural. No immediate financial guidance, earnings data, or strategic transactions were disclosed. However, the broad authorization for a reverse split provides management flexibility to alter share structure should capital-market or listing considerations arise.